U.S. Tax Withholding. The Manager and the Investment Adviser, each acknowledge that the Investor represents that is Tax Exempt and has never been subject to, and is unlikely to be subject to, any tax liability or withholding requirements of U.S. federal, state or local laws. Before withholding and paying over to any U.S. federal, state or local taxing authority any amount purportedly representing a tax liability of the Investor, the Manager shall provide the Investor with written notice of the claim of any such U.S. taxing authority that withholding and payment is required by law and provide the Investor with the opportunity to contest the claim during any period. If any such withholding is made by the Manager, the Manager shall use its best efforts to apply for and obtain refunds of any amounts withheld with respect to the Investor, to the extent that the Manager has adequate legal standing to seek and obtain such refunds, and the Investor shall provide its full cooperation in any such efforts.
U.S. Tax Withholding. The Issuers shall require each noteholder to collect and provide to the Issuers: (i) properly completed and signed tax certifications (generally with respect to U.S. federal income tax, IRS Form W-9 (or applicable successor form) in the case of a Person that is a “United States Person” within the meaning of Section 7701(a)(30) of the Code or the appropriate IRS Form W-8 or W-8BEN-E (or applicable successor form) in the case of a Person that is not a “United States Person” within the meaning of Section 7701(a)(30) of the Code, and any other information necessary to eliminate the imposition of, or determine the amount of, U.S. withholding Tax (such certifications and other information, “Noteholder Tax Information”); and (ii) information sufficient to eliminate the imposition of, or determine the amount of, U.S. withholding tax under Section 1471(b) of the Code or otherwise imposed pursuant to Sections 1471 through 1474 of the Code and any regulations or agreements thereunder or official interpretations thereof (such information, “Noteholder FATCA Information” and any such tax, a “FATCA Withholding Tax”). To the extent the Issuers determine that any withholding or deduction pursuant to the preceding sentence is applicable, it shall promptly notify the Trustee of such fact. Each holder of a Note or an interest therein, by acceptance of such Note or such interest in such Note, shall be deemed to have agreed to provide the Trustee or the Paying Agent with the Noteholder Tax Identification Information and, to the extent FATCA Withholding Tax is applicable, the Noteholder FATCA Information if the holder is able to do so in compliance with applicable law. In addition, each holder of a Note shall be deemed to understand that the Trustee or the Paying Agent has the right to withhold interest payable with respect to the Note (without any corresponding gross-up) on any beneficial owner of an interest in a Note that fails to comply with the foregoing requirements.
U.S. Tax Withholding. Notwithstanding any other provision of this Indenture, the Trustee shall be entitled to make a deduction or withholding from any payment which it makes under this Indenture for or on account of any present or future taxes, duties or charges if and to the extent so required by any applicable law and any current or future regulations or agreements thereunder or official interpretations thereof or any law implementing any intergovernmental approach thereto or by virtue of the relevant holder failing to satisfy any certification or other requirements in respect of the Notes, in which event the Trustee shall make such payment after such withholding or deduction has been made and shall account to the relevant authorities for the amount so withheld or deducted and shall have no obligation to gross up any payment hereunder or pay any additional amount as a result of such withholding tax. 139 140
U.S. Tax Withholding. Solely for purposes of Taxes imposed under the United States Federal Unemployment Tax Act, as amended, and the United States Federal Insurance Contributions Act, as amended, the Parties agree to treat, and cause their applicable Affiliates to treat, Buyer (or its applicable Affiliate) as a “successor employer” and the Seller (or its applicable Affiliate) as “predecessor,” each within the meaning of Sections 3121(a)(1) and 3306(b)(1) of the Code, with respect to Transferred TMA Business Employees. Seller shall provide Buyer with wage and wage withholding information reasonably needed by Buyer (or its applicable Affiliate) to implement the “successor employer” regulations relating to wage withholding contained in Treasury Regulation § 31.3121(a)(1)-1(b) and Revenue Procedure 2004-53 and transition payroll processing to Buyer as of the Closing Date. Each of the Seller, Buyer and their respective Affiliates agrees to adopt the “Standard Procedure” described in IRS Revenue Procedure 2004-53 and furnish a separate IRS Form W-2 to each Transferred TMA Business Employee with respect to wages paid by Buyer (or its applicable Affiliate), on the one hand, and the Seller (or its applicable Affiliate), on the other.
